Doctor Whooves - The Nightmare of Hearths Warming
by WolfePony
Summary: Fluttershy was just trying to enjoy a nice Hearths Warming Eve with Angel Bunny in the recently emptied Ponyville when the entire holiday was turned upside down by horrible monsters, Time Lords, and Princesses jumping into the fray. The Doctor uncovers an ancient monster linked to Nightmare Moon that wishes to rule both the Dream Realm and the real world under its horrible grip...
1. The Night Before Hearths Warming

_24__th__ of Winter, Hearths Warming Eve, 6:25pm, 120 C.R._

_Trottingham, Equestria_

Bluebell was forced to stay in bed rather than enjoy Hearths Warming Eve with the rest of her family. Begrudgingly, she dove underneath her covers and curled up into a ball with a moderate scowl. She hated being sick, but she hated being sick on a _holiday_ even more.

Poking her head out of her impressive pile of blankets, Bluebell looked toward the window longingly. Crawling deliberately toward it, Bluebell decimated her recently expanded pillow fort, _Fort Fluffy_, and made her way to the window.

Staring out she saw the entire town perfectly covered by that beautiful snow, bringing a different sort of color to the normally dreary Trottingham. Black buildings now glowed a perfect white against the setting sun. In the nearby streets Bluebell was able to see dozens of fillies and colts playing in the snow, making snow angels, building snowponies, having snowball fights while she was stuck here with a stupid fever!

Throwing her curtains down, the winter wonderland disappeared behind Hearths Warming Eve themed curtains. Bluebell threw herself to the bed with an impressive _thump_, and mumbled mean words to colds and bacteria everywhere.

The sickness was annoying, it kept her inside where all her friends would be outside enjoying the break from classes. But the sickness was at least better than her nightmares.

Papa doesn't believe her but her recent nightmares have been progressively worsening. They've become more vivid, scarier and it might just be the weather but… her room has become colder and colder as her nightmares continue.

Being sick was heaven compared to those nightmares, those twisted creatures made of shadows that haunted her… she'd prefer the sniffles over seeing them again. Problem was, being sick confined her into this room… where her nightmares can always get her.

Bluebell exhaled and watched her frozen breath drift in and out of existence in an instant. It was always cold but whenever the nightmares came it got worse. Crackling noise brought her attention to the mirror, Bluebell whimpered as she watched the mirror freeze right before her eyes.

"No, not again," she cried. "Not tonight, please!"

Bluebell hid under the covers, trying to think of happy thoughts. Bunnies, rainbows, sunshine, anything other than them.

But it was too late. The thought already emerged in her mind. A shadowy monster, a horrible disfigured face, a presence that could freeze the sun.

Coughs racked Bluebell's body as her aches got worse and worse. She needed help, anypony, anything. A hero to defeat her nightmares, and a doctor for her sickness.

Her covers were snatched from her hooves and Bluebell looked up at her nightmare made into reality. She couldn't even scream as its horrible mouth opened up, threatening to gobble her whole.

_24th of Winter, 7:00am, 1002 C.R._

_Fluttershy's Cottage, Ponyville_

Fluttershy wasn't exactly what you'd call a fan of the snow and the cold. Sure, it allowed for moments to snuggle up in a warm blanket, drink some tea, and sit by the fireplace with a nice book; but it was still a bit of a hindrance. The freezing snow, the uncomfortable wind, the ice, no, thank you. Give Fluttershy a lovely spring day and she'd be as right as rain.

Looking out the window, Fluttershy watched the snow fall and she smiled with some contentment. Snow was beautiful to watch, sure, but trotting around in it was more than a little uncomfortable. Mind you, her pegasus body structure granted her a bit of leeway when it came to cold weather and uncomfortable conditions. The cold didn't _physically_ bother her, neither did the wind, it's usually cold in Cloudsdale anyways.

There was just something she didn't enjoy about winter. The cold forced her animal friends to retreat to warmer climates or hibernate, so it left her alone. Her pony friends were there for her, but her animal friends were her 24/7 and depended on her. Fluttershy loved the girls, there was no questioning that, but she always felt more comfortable with animals.

Taking another sip of her tea, Fluttershy frowned and mulled over that thought, guilt weighing on her shoulders. How could somepony say they prefer animal critters over their best friends?

Angel prodded her side impatiently. Fluttershy took a look at the bunny to find him crossing his arms frowning.

"What is it, Angel?" she asked gently, preparing to get up in order to accommodate whatever he needed.

But Angel shook his head and pointed at the mantle. Fluttershy spotted what he was pointed it. It was a framed picture of the girls and her enjoying a day watching the butterflies. Rarity was more or less concerned with the state of her hooves and making sure her outfit was properly color-coordinated with the forest (condemning nature for its chromatic irregularities). Applejack and Rainbow Dash were competing to catch the most butterflies, and the Earth pony berated the pegasus for taking advantage of her wings. Twilight was more concerned with studying the butterflies in the dozens of books she brought along and Pinkie Pie was… well, nopony was really sure. She showed up with a trombone and balloon animals, it wasn't clear what she intended to do.

However, once Spike pulled out his camera, the girls stopped whatever they were doing and gathered in for the picture. They huddled close as if they were sisters, not mere friends, whatever inhibitions they had about this event or whatever they were concerned with melted away for that one perfect moment.

Fluttershy smiled staring at the picture longingly. This was before they met the Doctor, that impossible stallion. Mind you, the Doctor is a very caring pony (although Fluttershy noticed his slight impatience with her demure and docile personality) but everything… changed when he came around. It felt like the girls didn't have any time for her and all they spoke about was the Doctor and their crazy adventures they embarked on.

The Doctor did take Fluttershy to a few place and it was nice (even if a bit scary) but she knew he'd rather have somepony like Rainbow Dash or Twilight with him.

Finally, Fluttershy blinked, breaking out her convoluted train of thought and focused on Angel. "The girls are busy this time of year," she explained gently. "They're visiting their family."

Angel huffed, unimpressed by this answer and pointed at another picture. It was a picture of Fluttershy, age 10, standing in front of her Cloudsdale home. Fluttershy winced, not because of how homely she looked back then, but because she knew what Angel was asking and she didn't want to answer.

"I've already told you, I'm staying here with you. Besides it's nice and warm here…" But Angel didn't waver. "Come on, let's just… go get something to eat, okay?"

Fluttershy didn't wait for the bunny, she got up and headed right for her kitchen. Angel sighed exasperated by Fluttershy's avoidance but he followed suit as he always had.

?, 10,000 R.T. (Relative Time)

The _Gigante, _Mothership of the Silver Ponies

The Doctor grimaced as the console came up negative again. Apparently triple-encryption wired to the ship's core set to explode upon the first incorrect alpha-numeric coding sequence was a lot harder to crack than the Doctor first imagined.

"Doctor, what's the hold up?" Ditzy asked as she set the deadlock seals on the doors for the third time.

Smiling, the Time Lord waved his sonic screwdriver casually. "Ah, just a bit of a problem with the encryption process." Glancing at the console again as the image shifted to a counter set at sixty seconds and counting down. The Doctor looked over at his second set of displays and noticed the core temperature increasing at a 120% rate.

Combining this with the nosedive it was presently taking toward Troton, the desolate ice-planet, _Gigante_ wasn't faring well.

"Give me about thirty seconds to sort this all out," he continued with a grin. Ditzy returned his grin with one of her own.

Ditzy was promised a quiet trip to the distant future with the promise of being brought home five minutes after she left, she had to pick up Dinky from her friend's house in time for Hearths Warming Eve. However, their plans were derailed when the two stumbled upon (literally) an entire battle fleet of 100,000 strong ships headed for a docile planet, presumably not for afternoon tea.

Naturally, the pair hopped aboard the ship, worked their way to the bridge and kindly asked the captain to cease and desist their invasion plans. Ditzy gave them her patented puppy-dog eyes and the Doctor rattled off a lot of technobabble jargon to convince them.

Glancing down at the now unconscious captain of the ship underneath Ditzy, the wall-eyed pegasus shrugged, he was less than cordial in response.

More banging and obnoxious threats slammed against the door Ditzy was charged with guarding. Pressing her ear up against the door, Ditzy asked, "Who's there?"

"Release our captain and we will only destroy you a little bit, Doctor!" roared the lieutenant Nova Dust.

"Doctor Who?" Ditzy asked.

Swears and curses were bellowed back at her from the now dozens of armed ponies behind the door. Grimacing, Ditzy resisted the urge to clean their mouths out with soap. "Doctor!" she called. "They're getting through again!"

Calmly she pointed at the door controls which displayed bright red colors, indicative of intrusion cells produced by the lieutenant. The Doctor barely spared a glance at Ditzy, working hard at the console as the timer blinked 32 seconds, brandishing his sonic screwdriver he tossed it over at his companion.

"Psychic interface, point and think," explained the Doctor.

Catching the sonic screwdriver clumsily in her hooves, she stared at it for a moment furrowing her eyebrows. Suddenly, the device whirred and vibrated in her hooves, activated by her stray thoughts. Fumbling, Ditzy dropped the screwdriver on the captain's head.

"Sorry," she mumbled, picking up the screwdriver with her mouth and pointing it at the door. It whirred again and a loud noise, like tumblers shifting, clanged as the door relocked itself.

"Doctor," Ditzy said, sonic still in her mouth. "If this is a spaceship, why do the doors make a noise as if it's locked by a key?"

Standing up from the desk, the Doctor headed over to Ditzy, grabbing the screwdriver and pocketing it. "No idea," he answered with a grin. "Now then, come along Ms Doo."

Gesturing toward the impassive TARDIS standing in the corner of the room, Ditzy smiled and took the Doctor's outstretched foreleg and followed him inside the impossible box.

Once inside, the Doctor ran straight for the console, patting it affectionately as he worked the controls. She gave a customary lurch once she took off and hummed contently dematerializing from the crashing ship and rematerializing a safe distance away from both the planet and ship.

Ditzy joined the Doctor at the scanner. The image shifted from strange circular symbols to a perfect display of the _Gigante_ as it fell toward Troton. Suddenly, the image lost color and fuzzy lines marked all over the screen. Cursing aloud, the Doctor slammed his hoof against the scanner and the image corrected itself.

"So, what's gonna happen to the ship?" Ditzy asked, watching the ship's descent accelerate.

"I tried to override the navigation and access fleetwide controls, but the encryption was protected with a failsafe," the Doctor eloquently explained. "If a breech was detected, it would put the ship's core into meltdown and explode, taking everyone—"

"Every_pony_," Ditzy automatically corrected.

"Every_pony_," he amended with a sour expression. "Down with it. It was impossible to stop."

"Ah…" Ditzy trailed off.

The _Gigante_ continued to fall, now breeching the planet's upper atmosphere. In mere moments the ship would explode, killing everypony on-board and probably taking down that entire planet with it.

"So, how'd you do it?" she asked.

The Doctor smiled his customary madcap grin and threw a lever. "Oh, you know me, always a way out, eh?"

A bright blue light enveloped Troton and when it faded _Gigante_ was gone. There wasn't an explosion but the ship was no longer there, the planet was intact and calm as if nothing had ever happened. A moment later the entire fleet following _Gigante_ were glowing just as brightly as it had and once the lights had faded the fleet was gone as well.

"There wasn't any way to stop the countdown," the Doctor explained as he warmed up the helmic regulator. "But that didn't mean I couldn't reroute what the countdown was attempting to trigger."

"What'd you do?" she asked again unable to keep her smile off her face.

"Rewired the failsafe to activate the ship's warp-drive. It was a bit more advanced than I anticipated, _well, _it was still a bit primitive for this time period. When the countdown finished, the warp-drive activated and transported the ship back to their home planet, the Silver Republic. Their core would remain intact but the warp-drive would be burned out from the trip."

Ditzy's grin only became wider because the Doctor was leaving out the most important detail, waiting for her to ask. Her curiosity was always the best thing about her. "What about the fleet? Why did it go as well?"

"Hoof Cole protocol," he answered.

"What's that?"

"If the mothership initiates an emergency jump, any ship under its command, within a certain proximity, automatically follow suit. They were just playing follow the leader," the Doctor laughed, pulling another lever.

The TARDIS lurched again, heading directly for the coordinates the Doctor inputted twice as fast than he expected, Ditzy shouldn't be late to pick up her sister, after all.

Laughing alongside the Time Lord, Ditzy approached him with a fierce hug. The feeling of accomplishment of saving an entire planet finally registered in her mind as that warm, bubbly feeling came up from her stomach and tickled her chest. The trip was supposed to be a calm retreat but it turned into yet another grand adventure, something she wouldn't want to trade for anything.

"So, the planet is safe?" Ditzy asked.

"_Well_, safe is relative. There are a billion of other things out there ready to take that little planet"—Ditzy prodded the Doctor's chest, pouting slightly. The Time Lord couldn't resist but smile at her gentle reaction and nodded – "Yes, the planet is safe, thanks to you."

"You did most of the work," Ditzy countered.

"_Yeah_, you're right."

Laughing, she pushed herself away from him with half an eye-roll. "Better watch out, Doctor, your humility is running away."

"Well, I _did_ save an entire planet, I think that's worth something, don't you?" The TARDIS stopped and the Doctor took a look at the scanner, they were back in Ponyville, as promised, right across the street from Ditzy's house.

"Yes, you did, congratulations, Doctor." Ditzy curtseyed, making her way to the door.

"And to you, Ditzy Doo." Returning her curtsey with a small bow of his own.

Placing her hoof on the door, she paused for half a second, enough time for the observant Time Pony to notice. Walking around the console, he faced the door, furrowing his eyebrows.

"What's wrong?" he asked.

Ditzy's golden eyes met his old gray eyes. "Well… I was just wondering if you wanted to come in."

The Doctor raised his eyebrow.

"I know the girls aren't in town," Ditzy explained. "And, well, nopony should spend Hearths Warming Eve alone. You could spend it with me, Dinky would be happy to see you."

Scratching his wild curly mane, the Doctor frowned and shook his head. "No, I can't."

"But why?"

"I've got quite a bit of maintenance work, the TARDIS needs a bit of a tune-up," he explained dismissively. "The helmic regulator is still a bit wonky."

Ditzy shook her head. "This is a time machine, you can do it at any time, Doctor."

The Doctor approached Ditzy with a deliberate pace. He reached for her head… to open the TARDIS door for her. "Be with Dinky, and tell her hi from me."

But Ditzy wouldn't be convinced this quickly. She stood there, her eyes focusing with a usually unseen determination. "_You_ should say 'hi' yourself."

Smiling, the Doctor gently pushed Ditzy until she stepped out of the TARDIS of her own will. "I'll drop by later, I promise."

"Pinkie promise?" Ditzy asked.

"Cross my hearts and hope to fly, stick a cupcake in my eye," the Doctor recited, acting out Pinkie's customary gestures that went along with the apparently unbreakable promise. Ditzy hesitated for a moment but nodded once satisfied, waved goodbye and walked off to her home as the TARDIS closed behind her and dematerialized leaving behind only that wonderful noise it made.

The Doctor stood there by the console, sullenly staring at the controls. The helmic regulators were perfectly fine, he had repaired them only a week ago, but it was the only convincing thing he could tell Ditzy without explaining the real reason he didn't want to stay.

Ditzy was a sweet enough mare and she didn't deserve to be bogged down by an old pony's problems and concerns. She deserved to get some rest and relaxation with Dinky, it was only fair.

Psychic vibrations brushed against the Doctor's mind, feelings of trepidation and consolation washed over him. But the Time Lord shook off those feelings, forcing a grin at the time rotor. "I'll be fine, come on then Old Girl, let's go see what's going on in Ponyville, eh?"

Before the Doctor could decide on anything, however, he felt another psychic vibration. Loud, scared, piercing the very TARDIS and burning into the Doctor's mind. The heat from the psychic equivalent of a gunshot transferred from his mind to his coat. Wincing slightly, the Doctor pulled out his psychic paper and took a look at the message.

A frown creased his features. Pocketing the psychic paper, the Doctor went to work instantly tracking down the source of the message. Inputting the coordinates, the Doctor threw the lever and the TARDIS lurched, disappearing from in front of Ditzy's house… just in time for Dinky to run out and witness the police box dematerializing before she could say anything.


	2. The Nightmare of Winter

_24__th__ of Winter, 9:30am, 1002 C.R._

_Ponyville Town Square_

Fluttershy sighed, stepping away from the empty local confectionary, Sugarcube Corner. The Cakes, along with Pinkie Pie, had left Ponyville to visit family in a warmer venue. Huffing, Fluttershy buried her face in her warm, pink scarf and muttered apologies to Angel. She had promised to buy the bunny a few carrot cakes but it slipped her mind that the Cakes would be gone.

Angel unfolded his arms and hopped on Fluttershy's back, undeterred and unbothered by the lack of sweets promised by her. It was a mere diversion, after all, to come down to Sugarcube Corner to avoid the conversation Angel (more or less) started.

It wasn't very well-known, but Fluttershy was just as stubborn about certain things as Applejack. If Fluttershy didn't want to do something she would bend over backwards just to avoid it. There are some exceptions, mind you, if whatever she was avoiding was meant to help somepony, Fluttershy could be swayed to help. If it isn't, you better believe she won't do it.

Leaving the shop, Fluttershy headed back home to where she could, hopefully, procure her own carrot-cakes to sate Angel's abnormally gluttonous hunger. Walking through the now quiet Ponyville, a tinge of sadness struck the pegasus's chest. Normally during the holiday season (especially this holiday) the village would be abuzz with activity. Applejack would've set up shop to sell her prized apples, Pinkie would've been throwing dozens of parties, Rarity would have her winter apparel on sale, Rainbow would be trying to set-up snowball fights with the entire town; even Twilight would've rattled off some obscure fact about the holiday.

The quiet was uncharacteristically deafening. Normally such tranquility would be welcomed by Fluttershy, acting as a refuge to the loud, obnoxious world. But after producing and nurturing such deep friendships with everypony the silence was unwelcoming.

So preoccupied with her thoughts, Fluttershy didn't even bother to notice the suddenly materializing blue box appear in the sky. Angel took notice, standing up on her back he stomped impatiently, pointing soundlessly at the now corporeal TARDIS beginning to careen toward her.

But Fluttershy failed to heed his warning. Desperate, Angel violently tugged at her mane, yelping in pain Fluttershy looked to where Angel was pointed and squeaked as she jumped out of the way at the last moment. The TARDIS crashed into the ground and bounced for a moment before stopping face-up; smoking but unscathed.

"Oh my," gasped Fluttershy looking at the wreckage. The TARDIS was untouched, as invincible as Fluttershy figured, but she knew how bumpy a ride it was on the inside, what it must've been like… "Doctor!"

The violent crash was ten times worse on the inside, so, without hesitation, Fluttershy flew over to the doors to open it. It would prove difficult, however, as she noticed the handles were disproportionally smaller than her hooves.

"How do I open…" She remembered the Doctor mentioning that the TARDIS was alive, she was even privy to the psychic waves it produced. "Um, hello, TARDIS. If you could open the doors so I can help the Doctor that would be nice, I mean, if you want to, if you don't that's okay too…"

Instantly, the doors opened downward and Fluttershy squeaked her gratitude. Her rescue efforts, however, was stopped as a grappling hook suddenly came flying at her. Barely dodging the hook as it grabbed the side of the doorway and fastened there.

"Ah! Anyone up there?!" Came a familiar voice accented slightly higher pitched than average stallions from within the TARDIS's depths. Looking down the doorway, Fluttershy fought the nauseating disorientation. From her perspective the TARDIS interior was perfectly upright as if she were looking straight at in instead of downward, but the Doctor was the only thing orientated properly, floating down, dangling on his little rope.

The Time Lord grinned madly as he climbed up with difficulty. Fluttershy dove inward (again fighting the disorientation as gravity "corrected") picked up the Doctor and flew back out.

For some reason he was soaking wet but his smile didn't waver. Patting Fluttershy's shoulder, the Doctor tried to dry himself off to no avail. "Many thanks, Fluttershy. That would've been a hell of a climb back up from the library."

"Um, no problem, but why are you wet?"

"Landed in the pool when the TARDIS lost control," he answered, shaking his body suddenly, soaking Fluttershy slightly.

"Oh, so the pool is in the library?"

"No, of course not, don't be silly," the Doctor huffed. Standing up he dried his mane as much as he could while Fluttershy stood by watching the eccentric Time Lord work.

He was dressed differently than normal but relatively similar. Despite the cold weather, the Doctor wore a simple thin black vest over a tight white shirt with a distinctive Hourglass design on his collar, clearly a work by Rarity. It was odd, however, that his outfit lacked pockets, something the Doctor held dearly and claimed to be useless without. Still, he wore his traditional bright blue bowtie, slightly crooked to one side as always.

"Two out of ten, that landing, a bit rubbish but I'm working on it," the Doctor mumbled to himself. Fluttershy barely paid him any attention only focusing on the Doctor's rather uncharacteristic apparel.

"Um, Doctor, aren't you cold?" Fluttershy finally asked.

The Time Pony gave her a grin and shook his head. "Nah, although I'll admit it is a bit nippy, Time Lords simply have a higher body temperature than hu-, er, ponies. What about you?"

He pointed at Fluttershy's simple scarf with a puzzled expression. Fidgeting in place, she averted her gaze, touching her scarf almost protectively. "Same, although, I'm not a Time Lord, pegasi can endure harsher weather better. In fact, I don't even need the scarf, it's just…"

She touched the thin piece of fabric, feeling how worn out it was, feeling the many years the weathered the scarf in her hoof. "I like it."

The Doctor only nodded, a sagely wisdom shoning in his eyes as if perfectly understand Fluttershy's sentiment. Fluttershy sighed softly, turning back to the more pressing matter before them, the proverbial blue elephant. "What happened, Doctor? I understand the trips in the TARDIS are, well, bumpy… what went wrong?"

It was the Doctor's turn to feel uncomfortable, sheepishly averting his eyes and finding interest in his hooves he coughed awkwardly before gesturing to the TARDIS. "To be perfectly honest, I have no idea. I was responding to a distress signal I received and on the trip back the TARDIS…" He exhaled sharply. "Went completely wonky."

"Distress signal?" Fluttershy swallowed, concern and worry causing her wings to fold.

He reached into his vest, into an unseen pocket, and produced a familiar black wallet. "Psychic paper," the Doctor answered, flipping it open revealing a simple white piece of paper with the words "THE NIGHTMARE IS COMING" written on it. "It picks up stray psychic calls anywhere in time and space, those privy enough are capable of sending me personal messages with them, though I'd rather they didn't."

Remaining silent as the Doctor explained, Fluttershy visibly winced at the psychic message. She's seen pretty scary things in her tenure as the Doctor's companion and even before meeting him, a few dozen creatures and myths came to mind that could explain what the Nightmare could've been. None of them were nice and cuddly as Angel.

"Did you find out who sent the psychic message?" Fluttershy asked, pushing the scary thoughts away.

The Doctor tilted his head slightly and smiled sheepishly. "_Well_…"

_10 minutes ago_

The Doctor scanned Bluebell's comatose body with his trusty sonic screwdriver. She lay there under her covers and to the unsuspecting eye she would look completely at sleep. One wouldn't notice her rigid state, her bluish skin (hidden well underneath her equally blue coat) completely stone-cold even beginning to frost over.

Feeling her forehead, minding her unicorn's horn, the Doctor grimaced. It was absolutely frozen. Glancing at the readings from his sonic, the Doctor frowned. Carefully, the Doctor opened her eyes, one at a time, to quickly examine them.

"Dilated," he remarked, noting the lack of response. "It's reasonable to assume her hypothermia is responsible for the comatose state, but…"

Glancing at the sonic again, he scrutinized the readings. If it was hypothermia her body temperature would be well-below normal, but it read normal. It was only her _skin_ that produced temperatures below freezing, but there wasn't any damage, save the coma, to her body. Her body is functioning as normal, normal breathing, normal heart-rate normal everything, it looked like she was sleeping from these readings.

"So, what causes a comatose state complete with below-freezing skin but completely normal body readings" the Doctor asked, looking around, his rhetorical question dying in his throat as he remembered he was alone.

"Right…" Looking at Bluebell he scrunched his face up in a frown. "I don't suppose you could answer, eh?"

Unfortunately, Bluebell was hardly in any condition to answer. Pocketing his sonic in his coat, the Doctor left the bedside and headed for the door. Making his way to the living room to talk to the father, Azul Hoof, the Doctor considered his words carefully.

He had utilized his psychic paper to explain that he was a traveling Doctor checking up on everypony because of the recently freezing weather. In reality, however, he was here responding to Bluebell's psychic message.

Still there was something missing, something he can't see… right out of the corner of his eye.

"Sorry about the wait," the Doctor said before he entered the living room, putting on his best professional tone. "Bluebell is stable, everything is reading normal although I can't find a reason behind her comatose state but I'll figure…" His words died as he walked into the living room, finding it empty.

"… It out…"

Letting out a breath, the Doctor watched as it froze in the air quickly noting the sudden drop in temperature. Brandishing his sonic, he pointed it about, scanning the room as rapidly as the device could function (which was very fast). There was something here, according to the sonic buzzing into his ears, where though?!

Suddenly a force seized the Doctor skyward, grabbing him by his black coat, and slamming him into the ceiling. Dazed, the Time Lord shook the stars from his vision. "Whatever you are, I order you to leave this planet!"

Thrown into the wall, he crashed against a very nice cabinet, a bit scratched up but more miffed than hurt. "I'm the Doctor! The Oncoming Storm, Bringer of Darkness, don't"—_crash! –_ "Make me"— _crash! – _"Fight you!"

The invisible force threw him suddenly into the kitchen, his coat tearing away from his body as a result. Sliding against the floor, the Doctor groaned as he scrambled to his hooves. "Ugh... right then…"

Quickly, he picked up his screwdriver and aimed it at the doorway, running through dozens of different frequencies attempting to pick up this invisible creature. Finally, the correct one rang out of the device like a chirping bird and a ghastly wail shook the home. The creature revealed itself, a stallion-sized black ghostly… _shape_ materialized before the Doctor.

It looked like it was fabricated entirely out of shadows, wrapped together in some semblance of a pony. There were horrified faces woven into the leathery-like "skin" of this creature and its face… its face was as dark as a black hole, in fact the more the Doctor looked at it the more it resembled it.

"There you are…" the Time Lord muttered. The creature remained immobilized by the sonic frequency but it appeared intelligent. It stared at the Doctor with what he could call "malice".

"What are you?" he asked. "Too solid to be a Vashta Nerada, too shadowy to be alien-controlled ice. So…" He took a step forward, glaring at the creature. "What are you?"

The creature paused… then hissed, swiping at the Doctor so hard he flew out of the backdoor and crashed into the backyard. Groaning, he rolled himself to his hooves and fixed his bowtie. "Impolite, that's what…"

Looking up at the small house, the Doctor's hyperobservant eyes marked everything of importance. The weather was acting odd, these were times before weather manipulation was discovered so any uniformity was entirely by chance. But right above the house floated a massive black cloud, probably produced by the creature.

The surrounding temperature was absolutely _freezing_ more than normal. But why would it want to affect the temperature a bit? There were better ways to conquer the world.

Then the Doctor looked. In the front street, where the TARDIS was parked, the shadows had thickened to a black aura surrounding the blue box. The black aura suddenly became fixed… into the creature he just got attacked by. There were two… four, no eight of them.

Breaking out into a full sprint, he made a run for the TARDIS brandishing his screwdriver and turning it on. As expected, the creatures whined and departed, briefly, from the TARDIS. Whistling loudly, the Doctor ran straight into the TARDIS just as the doors opened and slammed it shut behind him.

"Okay… that was new."

_Present Day_

"Then I flew back here, that's when the TARDIS careened and crashed," the Doctor finished. "It might've been due to the creatures but something that could affect the TARDIS like that would require massive amounts of power."

Fluttershy listened intently, running through the numerous bedtime stories and tall tales she knew from her childhood. There weren't many that described the creatures that the Doctor encountered… though one of them stood out.

"Um, Doctor," Fluttershy started. "I think I might know what that creature is."

"Really? What—"

"DOCTOR!"

With speeds that resemble Rainbow Dash, the Doctor was tackled by a high-speed grey blur. Fluttershy blinked and registered who was on top of the dazed Time Lord, Ditzy, Ponyville's residential mailmare was shaking the Doctor's shoulders desperately.

"Ditzy Doo?" Fluttershy gasped.

"Doctor, you gotta help, it's Dinky!" Ditzy explained with little restraint.

Without hesitation, the Doctor jumped to his hooves and raced off to Ditzy's house with the wall-eyed pegasus right behind him. Fluttershy only gave it a second thought as well, looking at Angel she gave him an affirmative nod and the bunny leapt off her back and stood guard by the TARDIS. Then, resolute, Fluttershy followed the Doctor and Ditzy, this involved Dinky, a young filly and from the Doctor's recollection another filly was in danger, if she could help she always would.

Fluttershy burst into Ditzy's house (relatively speaking) just as the Doctor began examining Dinky Doo. She was laying on the couch, absolutely still with her eyes closed. It looked like she was sleeping but Fluttershy noticed her lips, tinged blue, and her coat was covered in frost as if she were bathing in the snow.

"Doctor, what's wrong with her?" Ditzy asked shakily.

The Doctor ran his sonic screwdriver over Dinky although he didn't have to, he already knew what she was suffering from. "Ditzy, when did this happen?"

"A-as soon as you dropped me off, I went home and just found her like this," Ditzy explained, tears beginning to well up. "Doctor, her skin is freezing, what's wrong with her?"

"There's this creature that's might be feeding off her life force," he answered. "I encountered it about 900 years ago, it causes this comatose state but leaves the body in perfect health, minus the drop in temperature. Fluttershy said she might know what it was."

Ditzy turned to Fluttershy and the timid pegasus suddenly felt the weight of the world on her shoulders. She found interest in her hooves and frowned, fearing she may be wrong about her theory but when she took a look at Dinky again those fears disappeared.

"I think it might be a wraith," Fluttershy finally said. "It's an old mare's tale, but wraiths are like… the knights for Nightmare Moon. They fed off the nightmares of fillies and colts and manifested as… shadow ponies."

The Doctor didn't express interest in Fluttershy's recollection, seemingly aborbed in Dinky's condition. But Ditzy appeared as though she recognized the tale. "I remember being told about wraiths when I was a filly, it was a story told to fillies and colts to keep them in line."

"Like the Boogeyman," the Doctor remarked.

"The… what?" Fluttershy asked.

"Is there any way to reverse Dinky's condition?" Ditzy asked.

Fluttershy thought about it for a moment. There wasn't exactly a manual to how wraiths work, in fact in the stories she heard, Fluttershy didn't even know that wraiths did this to ponies. Then again, it wasn't like Fluttershy looked deeply into scary stories, there weren't her thing.

The Doctor shook his head, confirming Fluttershy's fears. "I'm not sure, but I indeed to find out, we need to find the wraith responsible for this."

Stepping aside so Ditzy could get closer to Dinky, the Doctor quietly confided in Fluttershy by the other side of the room. Careful to keep his voice down, the Doctor gave Fluttershy a solemn look. "There's no mistake, Dinky is in the same condition as Bluebell."

"But that means…"

Nodding slowly, the Doctor's eyes were so pained and sad. "It's the same wraith, it must've piggybacked on the TARDIS when I came back here, probably the same reason I crashed. The TARDIS was probably trying to shake it off but ending up crashing."

"Doctor…" Fluttershy gulped, unsure of what to say. "It wasn't your fault."

His eyes looked so painfully old and tired but he tried for a brave smile. "Okay…" Then his normal brilliant grin came to his face. "All right! Time to get to work, Ditzy, we're going to go track down this wraith responsible, stop whatever it's planning, and cure Dinky and Bluebell."

"Who's Bluebell?" Ditzy asked.

"How're you going to do all of that, Doctor?" Fluttershy chimed in.

"I'll do a thing."

"What thing?"

"It's a thing in progress, respect the thing! Come along, pegasi!" The Doctor and Fluttershy prepared to leave but Ditzy remained by her sister's side, unmoving.

"Ditzy," Fluttershy said gently. "The Doctor can help, we need to get going."

But Ditzy remained motionless and silent, staring emotionlessly at Dinky's sleeping form. Fluttershy approached her and tapped her shoulder. "Ditzy?"

A black aura quickly enveloped Fluttershy, suspending her in the air all she had time to do was to let out a strangled yelp. Ditzy turned around, covered with the shadowy aura, her normal golden eyes turned blood-red.

"You will be cast into the darkness," Ditzy said, her voice horribly morphed into an evil guttural sound.

"Doctor!" Fluttershy cried.

Aiming his sonic screwdriver at Ditzy, the device rang out with its familiar buzzing sound that was higher pitch than usual. Ditzy winced, dropping Fluttershy as she quickly covered her ears. The dark aura became thicker and materialized out of her body. Ditzy dropped to the ground, unconscious, as the wraith fully manifested before them.

It was just as Fluttershy remembered her those scary stories. A shadowy appearance that looked as though his skin was composed of darkness itself, a formless face that resembled a black hole but as Fluttershy looked into it all she could see were her worst nightmares come to life.

The wraith was infinitely scarier up-close than in the books.

"Whatever you plan to do, I'll stop you. This planet is under my protection," the Doctor warned with an icy tone. "Leave immediately and release Dinky and Bluebell and anypony else from whatever hold you inflicted on them."

The wraith laughed a horrible sound that would frighten even the most horrible monsters from Tartarus. Fluttershy whimpered, backtracking quickly by the Time Lord's side, every instinct told her to run and hide… but she couldn't abandon the Doctor.

"Yes I've seen you, Doctor," the wraith snarled. "I've looked into both Ditzy's and Dinky's mind. The Great Time Lord, the last of your kind… Tell me, Doctor. How exactly are you to protect this planet if you cannot even save your own race?"

The Doctor glare rated just as scary as the wraith's horrible face. "This is your last warning, wraith."

"Then let me give you my counterproposal," the wraith laughed. He raked his claw, a deformed appendage that looked half pony, half lion. The action produced a tear into reality itself, before the Doctor could do anything, the wraith grabbed Ditzy and threw her right into the hole and disappeared along with it.

"No!" the Doctor ran his screwdriver up and down where the hole used to be, but his device couldn't find any evidence of the basic teleportation technology. It wasn't a transmat, or a vortex manipulator, or even a wormhole.

Frustrated, the Doctor slammed his hoof into the wall. Fluttershy wasn't exactly sure what to do or even say in a situation like this, to see such a sweet pegasus be captured by such a scary monster… she wasn't suited for anything like this, it was too scary, too horrible…

Fluttershy just wanted to run away, to dive under the covers of her comfortable bed and hide until all of the scary things in the world were gone…

She patted her hoof on the Doctor's shoulder. The weary Time Lord gave her a tired look but when she gave him a brave smile and the subtlest of nods, the Doctor's usual vigor returned. "Okay, we need to track down this wraith and save Ditzy and everyone else affected by this monster. You sure you want to come along?"

Fluttershy nodded. "It's scary and dangerous and I _want_ to run away and hide…" She took a deep breath. "But there're innocent ponies in danger, if I can help, I want to… Um, if that's okay with you."

The Doctor grinned. "It isn't just okay, Fluttershy, it's _fantastic_!"


	3. The Mare of the Night

The Doctor placed his hooves on either side of Dinky's head and closed his eyes. "Um, Doctor?" Fluttershy asked tentatively. "What're you doing?"

"Trying to concentrate," the Doctor said, keeping his eyes closed. "I'm trying to read Dinky's mind, it seems that the wraith locks his victim in a comatose state, probably feeding off her energy to come to life. I might be able to see more about her condition if I can do this properly, which calls for some concentration, Fluttershy."

Fluttershy nodded, only able to understand half of what the Doctor said but obeyed and allowed him the peace and quiet he required to pull this off.

Dinky's mind began to open up and a myriad of locked emotions poured into the Doctor's mind. _Confusion, hurt, sleepiness, hunger, anger_. It all brushed against the Doctor's psychic reach as he focused into her recent memories.

Opening his eyes, the Doctor suddenly found himself in a desolate Ponyville. The skies were nightmare black, the wind harsh and bitter and the entirety of the village perfectly empty, abandoned like a ghost town.

"Oh, Dinky," the Doctor sighed, looking around the hellish town. "What has the big bad wraith done to you?"

Dinky's dreams were anything short of a nightmare, a foreboding atmosphere weighing on the Doctor's shoulders as he trotted through town. The ground cracked under his weight as he walked and he couldn't shake off the feeling of being watched. But looking around he always found himself alone.

He made it to the town square when he saw her.

It was difficult to make out who was there but her pony body was definitely female. She was in the middle of the square surrounded by dozens of wraiths, all circling her and swiftly beginning to overwhelm her.

"Hold on!" the Doctor sprinted for the poor mare, raising his hoof to brandish his sonic screwdriver… only to find himself empty-hoofed. Still, he poured on the speed to try to help her with anything he could do.

An intense light erupted from the mare and exploded blowing the wraiths away and nearly knocking the Doctor back. When the light faded, the mare stood unfazed, but a bit tired. The Doctor had to blink stars away from his vision to be able to recognize her.

Her dark purple coat was beautifully groomed, matching perfectly to her night-sky mane that resembled a starry sky. Her unicorn horn along with her humble pegasi wings solidified her position as an alicorn, the Doctor instantly recognized her as the Princess of the Night, Luna.

The first time he met her, the Doctor landed in the middle of her bath while she was in it. Since then, the Princess wasn't exactly comfortable around the Time Lord, he wasn't sure why though.

He briefly wondered why a Princess was in Dinky's dream and why she was being targeted by the wraiths… only to notice that the wraiths she fought reappeared, threatening to overtake her again. Without hesitation, the Doctor ran toward the Princess, grabbed her hoof and looked her straight in the eyes. "Run!"

Princess Luna looked shocked for a moment but she didn't resist when the Doctor pulled her away and ran along the Time Lord. They ran from the wraiths now taking chase, there needed to be an escape but if the Doctor reacted violently the damage done to Dinky's mind might be irreversible.

"T-thou," Princess Luna stammered. "I mean, _you_! What're th- you, doing here?!"

"Saving you apparently!" the Doctor answered.

"We-, _I_ am a Princess, I do not _need_ rescuing!" she argued.

"Tell _them_ that!"

Princess Luna complied, halting immediately and turning to face the wraiths. The Doctor was about to argue but Luna's horn lit up brilliantly and a powerful bolt of light exploded, dispersing the wraiths once again. But when the light died down, Princess Luna appeared exhausted, falling to the ground, not only that but her form shrunk.

Her coat became lighter blue, her mane and tail became solid losing its ethereal starry appearance. She was even tinier, about the same size as the Doctor. "Your magic is linked to your appearance," the Doctor deduced. "The stronger you are the more… _magical_ you appear."

The Princess didn't answer, only nodding weakly. "But I've _seen_ the things Princesses are capable of, you lot are closer to demigods than normal ponies (not that it means anything to me) why are your powers being drained so easily?"

Princess Luna slowly got to her hooves and shook her head, either answering the Doctor or shaking the disorientation off, he wasn't sure. "We—_I'm_ not exactly sure. These wraiths have been appearing in dreams more often, I attempted to investigate but… when I arrived they continually attack me."

"Yeah, I've noticed. Although I only encountered _one_ wraith out there, so far he put two fillies in a comatose, draining their life force," the Doctor recounted. "And when I entered Dinky's dream… _well_ you know the rest."

She raised an eyebrow at how casual the Doctor explained how he was able to invade Dinky's dream, but shook her head deciding there were more important manners. "That isn't good, the wraiths are getting stronger and will soon be able to manifest in the real world."

"Speaking of which, how are _you_ here?" the Doctor asked. "I was able to come here due to a basic psychic link, last I check you lot weren't capable of that."

"Not many ponies are aware of this, but I am the Princess of Dreams as well as the Night. My powers increase under the moon (even more so with a full moon), I hold domain over the land of dreams and grant everypony happy dreams and dispel nightmares."

"Like the Sandman…"

"What?"

"Nothing, come on, let's leave Dinky's mind before we damage it. Fluttershy will be waiting for us."

Princess Luna's hesitated, frowning slightly. "What? What's wrong?" the Doctor asked.

"The Element of Kindness is not exactly fond of me, she fears me," Luna explained. "It is probably due to my brief tenure as… Nightmare Moon."

Nodding, the Time Lord remembered that name from Fluttershy's recollection. He wasn't entirely sure on the history of this Nightmare Moon but seeing as Fluttershy feared it and Princess Luna expressed shame over it, it probably wasn't good.

The Doctor of all ponies understood having an old shame, a part of life he regretted and tried to push away… But this wasn't the time to sulk over that, there were ponies in danger because of these creatures.

Chuckling bitterly, the Doctor recalled his last interactions with Captain Grumpy and Sandshoes…

"Whatever you did as Nightmare Moon was in the past," the Doctor said. "You can't push that away or bury that in your mind, it's part of you now… but it's made you better, the quicker you accept that the quicker we can stop these wraiths and save Dinky and Ditzy."

Princess Luna looked ready to argue but once she looked into the Doctor's eyes… so old and so sad, she knew for sure that he was speaking from experience. She nodded, her horn lighting up again and enveloping her. When the light down, her previous form returned and although she looked stronger her eyes were weary and strained.

"Let's go, Doctor." The Doctor frowned, unsure of when he told her his name but pushed that thought aside.

"Talley-ho, then."

The Doctor's eyes opened, stepping back from Dinky's body. He took a deep breath, finding some difficulty breathing. Fluttershy gasped, floating near the Doctor but not daring to touch him.

"Oh my, Doctor," she all but whimpered. "Are you okay? You started smoking!"

"What?" the Doctor looked down at his legs and found wisps of smoke wrapping around his whole body. "Oh… I do that something, nothing to worry about, Fluttershy."

"What happened?"

Shaking his head, the Doctor found his mind slightly scrambled. He had been in the presence of gods before, they radiated power and in their home domain they were only a hundred times stronger. Princess Luna, even weakened, radiated power even stronger than those would be gods he's encountered.

"Princess Luna was there, fighting off the wraiths," he answered. "We need to meet up with her, somehow."

"Wait, _wraiths_? As in more than one?" Fluttershy bit her lip nervously. "A-and Princess Luna?"

Her coat turned an interesting shade of pale yellow as the pegasus blanched at the apparent terror that was the Princess. "She's the Princess of Dreams, after all, but the wraiths didn't seem to enjoy her presence too much."

"S-she's coming here?"

"Yeah, though I'm not exactly sure how long she'll take—"

"Hello." Fluttershy yelped, leaping in the air in surprise as Princess Luna materialized beside her soundlessly. The Princess hardly reacted to Fluttershy's reaction, apparently used to such a greeting, instead she looked at the Doctor and nodded. "Apologies, I would've arrived earlier but the Night guards are more than a little overprotective, producing an excuse was a greater feat than anticipated."

"That's fine," the Doctor waved dismissively. "Come along, we'll head for Twilight's place."

The Doctor walked out, leaving Princess Luna and Fluttershy by themselves for a moment. Fluttershy whimpered, rubbing her hooves together and averting her gaze from the alicorn princess.

"Fluttershy, the Element of Kindness, correct?" Princess Luna asked, startling Fluttershy. Shyly nodding, Luna didn't avert her intimidating stare. "You are correct to fear Nightmare Moon, she is my biggest shame."

"A-ah, but, it's not as though I'm _scared_ of you"—Princess Luna lifted a hoof to stop Fluttershy.

"It's okay, Fluttershy. I realize my folly from Nightmare Moon's actions… but I am no longer her, I am, now and forever, Princess Luna here to stop these wraiths from the chaos they wreck."

With that, Princess Luna made her leave, following the Doctor to the library. Fluttershy stayed there for a moment, half-nervous, half-ashamed at her behavior toward the obviously kindly Princess. Pushing those thoughts aside, Fluttershy left the suddenly cold home, sparing one more glance to Dinky's sleeping form.

She arrived to the TARDIS, raising an eyebrow at the fact that it was standing upright suddenly. Angel was no longer around but before she could ask, the Doctor spoke, "She's still repairing, we won't be able to travel until she's one hundred percent. Ah, and Angel is safe, he's inside the TARDIS (probably enjoying the carrot room) and nothing in the universe can get inside the TARDIS… _Well_…"

"Doctor," Luna interrupted. "We have more important manners at hoof."

"Right!" Patting the TARDIS, the Doctor half-ran, half-jogged toward Twilight's home. "I've outfitted Twilight's home with several security protocols hooked up to her magical lightning rod. It prevented a paradox the last time I accidentally crossed my own time stream, so, hopefully, it could keep out the wraiths."

"Thou aren't sure?" Luna demanded.

"About forty-five percent sure," the Doctor said with a grin.

"W-what?!" Fluttershy cried.

"_Momentai_, Fluttershy. What could possibly go wrong?"

They entered the library and the Doctor immediately brandished his sonic screwdriver, aiming it at the ceiling while it rang out. The house rumbled for a moment then when it stopped a massive purple forcefield materialized around the entire tree.

"What now?" Fluttershy asked.

"Go to sleep," the Doctor answered.

"What?!" Princess Luna cried, stomping and cracking the floor slightly. "You intend to use her as bait?"

"From what I can tell, the wraiths only attack young ponies, colts and fillies. They… displaced the adults, I was able to scan the rift they created to get rid of Ditzy, it's a minor teleportation magic (similar to Twilight's spell). So, they won't target Fluttershy," he explained.

"Then how can thou be sure they will arrive in her dreams?"

The Doctor looked at Fluttershy for a moment, his gaze was so neutral and emotionless it scared her somewhat. "Your presence will summon them."

Princess Luna recoiled, as if the Doctor had hit her. "H-how can you know that?"

"Fluttershy told me that the wraiths were the knights of Nightmare Moon, but for some reason they attack you when they can," the Doctor clarified. "Perhaps they don't recognize you or, more likely, they are trying to summon their former leader."

Both the Princess and Fluttershy rubbed their hooves nervously but the Doctor didn't pay them any mind, their comfort levels were hardly of great importance presently.

"Fine," Luna said finally. "But why do we need to use Fluttershy as bait?"

"From what I've observed, the wraiths can control ponies through their dreams, and we don't need them poking around in _my_ mind," the Doctor explained. "Besides, Fluttershy can handle this."

"There _must_ be a better plan! We can't just put her in danger because you fear them invading your mind."

"It's okay," Fluttershy said, her voice stronger than Princess Luna thought she was capable of. "If there's anything I can do to help everypony… I'll do it."

"But…"

"It'll be fine, we'll be there to help," the Doctor promised. "Fluttershy will be fine…"

Princess Luna wanted to argue, feeling as though he was saying that more for his benefit, but she nodded once she looked at Fluttershy's eyes. The timid pegasus had a look of steely determination, something she couldn't help but feel proud of… but scared at the same time.

What kind of affect did the Doctor have on these ponies? To the point where Fluttershy, of all ponies, would allow herself to be bait by his orders…

"Fine," Luna sighed. "But if any harm befalls her, I will hold you responsible _twice_, Doctor."

"I wouldn't have it any other way, Starbutt," the Doctor grinned.

Princess Luna blanched at her sudden nickname but stomped off upstairs to Twilight's room. "If she is to rest, it would be best to do so in a proper bed."


	4. The Night of the Doctor

Fluttershy found it difficult to sleep under these conditions. The impending danger and doom wasn't what was keeping her awake, it was the fact that two seemingly immortal, powerful and intelligent ponies were by her side, watching her try to sleep.

"Just try to relax," the Doctor advised gently.

"How is she able to relax with you looming over her?" Princess Luna snapped.

"Um, actually, if I could just get—"

"What about you?" the Doctor argued. "You're much more intimidating than me, it doesn't help that your horn could put an eye out."

"I think I would be able to sleep well if—"

"Our royal presence is one of warmth and comfort, _Time Lord_, I am sure your presence is much more disturbing."

"Um, guys—"

"I don't recall telling about Time Lords, how did you—ugh, don't tell me I've gotten involved in your life as well?"

"Doctor…"

"What was the word you used before? Ah, _spoilers_."

"_Doctor!"_ Fluttershy all but squeaked, quickly regretting such an outburst covering her mouth as all attention focused on her. "Ah, never mind, I'll just try to sleep…"

The Doctor frowned, hating the implication of yet another mixup with royalty. It always got on his nerves whenever he did that, he hated not knowing his future but someone else having knowledge about it. Shaking his head slightly, he gave Fluttershy a gentle smile. "No, sorry, dear, ignore our prattling. What did you want to tell us?"

Fluttershy nervously poked her hoof. "I would be able to sleep well if I could just get a cup of warm milk, to be honest."

Princess Luna considered for a moment. "I've a better idea. Close your eyes, Fluttershy."

Fluttershy complied, closing her eyes as tightly as she could. Princess Luna's horn glowed brightly, she leaned in and touched Fluttershy's forehead gently. Fluttershy instantly relaxed, her head slumping backwards and all tension leaving her body. The Doctor raised an eyebrow at Luna.

"Minor sleep spell," Luna explained. "I _am_ the Mare of Dreams, after all."

The Doctor scratched the back of his head awkwardly. "Yeah, about that, not exactly sure how I feel about that, invading dreams and such."

"Then what, pray tell, are we doing here with Fluttershy, Doctor?"

Frowning the Doctor glared at the princess, aware of the hypocrisy but he didn't exactly enjoy the implications she was bringing up. "We are trying to protect her and save everyone from these wraiths. That's what I'm here for, _princess_."

"That is why you chose such a name, correct?"

The Doctor took a moment to consider, glaring hard at the Princess who barely to his harsh gaze. "I'm the Doctor, I _help_ everyone, so yes, if I have to peek into Fluttreshy's dream to accomplish that then I have to."

"What do you think I do then?" She asked, her tone now becoming edged and harsh. "My powers are not intended to spy on anypony, it is intended to help them dream happiness and to prevent nightmare. A penance for my past sins, if you wish to think of it as that. You, of all ponies, should understand."

"Who _are_ you? To me?"

Princess Luna appeared conflicted, as if debating to answer but she shook her head instead and said, "Be the Doctor and help as you always do."

Memories of a former life flashed in his mind, the memories of a particularly short, impossible girl telling him the same thing. Smiling wistfully, the Doctor placed a hoof on Fluttershy's head, the pegasus sighed in her sleep nuzzling her head closer to his hoof.

"Alright, ready then? I'll establish a psychic connection so we can enter her dream."

Princess Luna's horn glowed brightly. "No need, we are already there."

The Doctor blinked and the library melted away and a cloud home appeared around them. The home was large yet humble and unassuming. The Doctor wasn't sure how wealthy pegasi would design their homes but it was obvious that this homeowner was extremely well-off. Black nimbus lined the floors and walls, brilliant portraits decorated the room. Faux-Mist (a substance quite common amongst pegasi, according to Rainbow Dash, as a substitute to windows) composed the large windows which held elegant designs of military-looking pegasi.

Taking another look at the portraits, the Doctor noticed the subject matter was all the same. A filly Fluttershy shyly smiled in every portrait, hiding behind her distinctively pink mane. The Doctor frowned to himself. "Fluttershy had a cloud home?"

Princess Luna shook her head. "This is her old family home, Doctor. Look."

She pointed at the sitting room, adjacent from the loft, at Fluttershy sitting in the middle with a large drawing pad by her hooves. Fluttershy was about 10 or so years old (age was hard to tell with the Doctor, oddly enough, with these ponies) but she was so radically different the Doctor would've had trouble believing it was her.

She was lankly and thin, her legs were long but her body was tiny as if she hadn't grown into those appendages well. Her mane was longer and messier, her eyes larger and sadder than her aged counterpart. Her wings looked too big for her body as well, true to her name they fluttered nervously at her side. Another thing the Doctor noticed was her lack of a cutie mark, he always was curious how a pegasus could obtain an earth-related cutie mark but never bothered to learn anything about Fluttershy.

Guilt prodded the Doctor's hearts, he expected Fluttershy to jump to action to help him stop these monsters but he didn't know anything about her.

"Look," Princess Luna said, snapping the Doctor out of it.

A stallion approached little Fluttershy. He was stout and filled with military decorum, he walked with the purpose of a General, although his mane was longer than regulation. The stallion looked almost exactly like Fluttershy. His coat and mane were similar, but with age his coat appeared more like rust than gold and his mane was more red than pink. His eyes were stately and focused yet soft and kind, a 5-Star emblem shone proudly as his cutie mark.

"Captain Jetstream," Princess Luna said. "Fluttershy's father, a famous military pegasus who reversed a class five tornado by himself and combated a dragon."

It was difficult to believe that Fluttershy could be related to such a prominent military figure but the more he looked at him, the more he was convinced they were related. They had the same gentle expression, it was merely his bulky figure that betrayed such kindness.

"Fluttershy," Jetstream said, his voice uncharacteristically timid for such a large pegasus. "Don't you have class tomorrow, sweetie?"

Fluttershy froze slightly, trying to remain as focused as she could to her drawings but failing to do so. She dropped her crayon and stared at her father with those big sad eyes of hers. "B-but tomorrow is race day, everypony has to complete an obstacle course and… I don't want to go."

Jetstream knelt beside Fluttershy with a kind smile, patting her shoulder affectionately. "I understand but what of your friends? Rainbow Dash? She would miss you if you weren't there."

Fluttershy frowned, it was weird to consider such a well-known pony like Rainbow Dash as her friend. The only reason the hyperactive pegasus even talked to Fluttershy was because she helped her with some weather theory homework. All Rainbow Dash understood about being a pegasus was the flying, none of the more practical sides.

"I… guess…" She didn't want him to know she was completely friendless, it would make him feel bad which made _her_ feel bad.

"So, will you be getting ready for bed then?" Jetstream asked gently.

Fluttershy nodded. "But… could I finish this drawing first?"

Jetstream smiled, sitting beside her and taking a look at the drawing himself. "Of course!"

"If Twilight's recollections are to be correct, this is the day before Fluttershy received her cutie mark," Princess Luna said. "The day of the race where she fell from the clouds to be rescued by a swarm of butterflies, wherein she learned of her ability to communicate with animals thus earning her cutie mark."

The Doctor shook his head, his muzzled mixed in a confused expression. "A pegasus falling from the sky to land in _butterflies_? That is physically impossible, unless Fluttershy is made of dark matter or something—"

"How will we summon the wraiths?" Luna interrupted. "What is this plan of yours, Doctor?"

"Oh, I've got a few ideas…"

Princess Luna grimaced as she stood in the middle of Cloudsdale. Looking around she noticed the ponies walking around were appropriate to this time period, Fluttershy's attention to detail was quite a feat, to be frank. She even noticed a young Rainbow Dash off in the Thunder Fields racing with the local fillies. In spite of how idyllic the dream was, Luna was less than pleased by the Doctor's plan.

She stared at her suddenly tall body and frowned. Upon the Doctor's word, she took Nightmare Moon's form (complete with false teeth, courtesy of Pinkie Pie) it was basic illusion magic but she still hated assuming this form. The last time she had to was to appease yet another poorly thought out plan by Twilight Sparkle to appease the colts and fillies she terrified during her ill-named holiday.

The Doctor's plan was simple and sound, he figured that since Nightmare Moon was the commander for the wraiths that she would be able to control and lock them away with her powers. While it was true that she commanded the wraiths back in the day… they wouldn't take well to her form now. The reason she was attacked by them previous was example of that, they hated her new form and wished to induce Nightmare Moon; but Luna fears they wouldn't mind tearing her apart to get to Nightmare Moon.

Plus, she didn't want to become Nightmare Moon again, she wanted to forget that part of her life but the Doctor dragged her back into it and she complied like it was nothing… Luna had difficulty believing that this Doctor was the same as the one she knew when she was young. They were the same, however, the same brash, crazy, brilliant Time Lord.

Princess Luna blinked to focus her illusion magic to maintain her form, it wouldn't end well if she reverted back in the middle of this. She exhaled and a cloud puffed up before her, looking around she noticed that the town back enshrouded in darkness as the temperature dropped below freezing. Dozens of shadows morphed from the walls and floor, peeling themselves out of the surfaces and manifesting to life.

The wraiths had her surrounded.

They didn't attack, only looking at her carefully as if seeing if it truly was Nightmare Moon. They circled predatorily but never neared her, the plan was working… so far.

Luna cleared her throat. "What is the meaning of this?!"

The leader wraith floated forward, his horrible face titled curiously. "You are the Sleepless Devastation?"

Princess Luna slammed her hoof against the ground, a small, yet effective, shockwave blew away the wraiths for a moment but they regenerated. She glared darkly at the leader wraith, baring her teeth. "You doubt me insolent _foal_?!"

The wraiths shrunk slightly, bowing their heads quickly even the leader knelt before the Princess. "N-no, Mistress, it is just… you smell like the mortal ponies, we meant no disrespect."

"I will spare you," Luna growled. "Only because I require explanation. Who granted you permission to attack these foals?"

Confusion rippled within the ranks, the wraiths weren't sure how to respond and Luna feared she said the wrong thing but the leader groveled further. "Apologies, Mistress. We were merely following our objective, to spread nightmares everywhere. You tasked us with this when you created us."

Luna swallowed nervously, remembering how chaotic she behaved during her time as Nightmare Moon. With her powerful magic, she manifested her own nightmares to life and they became the first wraiths. When she was locked away at the moon, Luna assumed the wraiths were locked away with it but for some reason they are still around… how did they escape?

"Of course," Luna answered. "But the orders have been changed. You are to cease and desist until further ordered."

The air got colder and darker, Luna focused hard to stop her shaking. The wraiths stopped groveling and stared at her darkly. "You… Our Mistress would never order us like you have, you are a _fraud_!"

"You… useless foal!" Luna roared, thunder crashing overhead as her power shook the dream. But the wraiths weren't intimidated.

"I can see it… your fear," muttered the leader. "You are not our Mistress, you are the tiny mare we faced before!"

The wraith slashed at Princess Luna who dodged instinctively, but the act was more than enough to dissolve her illusion. Her true form reappeared and the wraiths cackled and laughed as it appeared.

"The little mare who hides under her covers by her past transgressions!" screeched the wraiths. "You dare order us around?!"

"You _will_ stand down!" ordered Luna. "I may not be Nightmare Moon any longer, but I _will_ stop you!"

"We will consume everypony's dreams," they chanted. "We will throw the world into an eternity of darkness and nightmares, and you will be powerless to stop us!"

"_Well_, that's a hardy assumption!" Rang out the Doctor's familiar voice, Luna could practically hear his smile. "After all, it isn't just her, I'm here as well…"

A brilliant light exploded within the circle of wraiths, dispelling them momentarily and when the light faded the Doctor stood there with his madpony smile. "And we will be more than enough to stop you."

Laughter rippled throughout the wraiths, an offensive sound that Luna recoiled from. "The fallen Time Lord and the shamed Princess? How, pray tell, will you be able to stop us? We are the knights of nightmares, the vortex of horrors, the—"

"Talkative lot that bullies and picks on ponies smaller than them!" the Doctor interrupted. "Honestly, can we skip the evil banter? I've heard it all before, let's just get to the part where you surrender and leave peacefully?"

The leader wraith floated in front of the Doctor, growling menacingly as the Time Lord stood ready and unflinching. "You talk big, Time Lord."

"Thank you. You summed me up in five words, what'll it be?"

"This." Black smoke surrounded the Doctor and Luna, when it faded… the duo had shrunk and turned into a filly and a colt!

Princess Luna's magical mane shrunk into its more solid form, her cutie mark, however, was gone unlike the Doctor who's colt form still held his distinctive Hourglass cutie mark.

"Time is but a tiny realm to the masters of the dreamworld," the wraith explained.

"So we're more adorable and cuddly, so what?" the Doctor snorted. "You've done nothing to stop us."

Princess Luna suddenly collapsed, crying out in pain and agony gripping her head as the tears fell. The Doctor ran to Luna, trying to calm her to little avail. "Luna! What's wrong?"

"No! Sister! I'm sorry, I'm sorry! Please forgive me!" Luna wailed.

"Adults conceal their nightmares under the guise of age and maturity," the wraith said. "A filly, however, is an open book to their worst nightmares."

"Stop this!" snapped the Doctor. "Now!"

"Do not fear, Doctor. You will share her fate…"

"NO!" A pink and yellow blur swoop in, landing with a flourish in front of the Doctor. Fluttershy, fully aged, gave the wraiths The Stare as most as she could without breaking down crying. "Leave my friends alone!"

"Fluttershy? How?!" the Doctor gaped.

"This tiny foal should not be able to break our hold on this dream, how is this possible?!" cried the wraith.

"This is _my_ dream," Fluttershy explained with an uncharacteristically steely tone. "Not yours."

"No matter, you will be consumed along with everypony else!" They reached out to touch Fluttershy's head, the Doctor cried out in protest but a brilliant light shone from the pegasus, pushing the wraiths away.

"You… are a big _bully_!" Fluttershy shouted. "There I said it! You hurt little fillies and colts without any regard to how they feel. You make them live their nightmares and scare them away from reality… but that's all you are… a bad dream."

"You… dare!"

Fluttershy took flight, meeting the leader wraith to his level without fear. "You can't do anything, you can only scare ponies… but there's nothing to be scared of. As long as we face our fears… you have no _power_! And you have the gall to scare ponies? _You_ should be scared of us!"

With every word the wraiths recoiled and physically shrunk, cowering away from the quiet-spoken pegasus now chastising them. "Sure the world is scary, but as long as we have the ponies that we love and care about near us… it isn't that bad. That's why you capture the parents, right? Because they are the only force that can get rid of nightmares… a loving, caring parent."

"You cannot speak to us like that!"

"This is my dream," Fluttershy repeated. "And you aren't invited."

"What my lovely friend is trying to say is, she's the one in charge here, not you lot. This is her playground, and you are the playground bullies, she isn't very pleased with that. Basically…"

"Run." Fluttershy whispered.

The shadows faded and the temperature increased as the wraiths began to wither and fade away from Fluttershy's influence. They wailed horribly as they disappeared from existence. Fluttershy landed, letting out the breath she was holding, when she turned around she noticed the Doctor and Luna had reverted back to their normal age.

"Ah… Doctor, can you wake me up now?"

The Doctor wiped the front of the TARDIS with a cloth and grinned as the old box shined brilliantly. Stepping back he took a moment to admire the Old Girl. Once Fluttershy woke up, the Doctor had moved Princess Luna into the TARDIS then parked her in Twilight's basement once again. With a little help from Fluttershy, they moved Luna to Twilight's bed so she could get a little rest from the whole fiasco.

He took a quick trip back to Trottingham and confirmed Bluebell's, and her father's, safety. They were safe and sound with no sign of the wraiths. Dinky and Ditzy were both returned as well and resting up in their nice and comfy beds, Fluttershy was the only one unable to relax, nervously pacing by Luna's side.

Sighing, the Doctor took a seat. He had miscalculated Fluttershy, assuming the timid pegasus wouldn't be up to fighting the wraiths much less dispelling them herself. Fluttershy wasn't like his conventional companions, she was scared, absurdly shy and withdrawn, traits that would've annoyed former incarnations but something he was weirdly tolerant of this time around.

His faith in Fluttershy nearly cost them this victory… something that filled his hearts with dread.

"Um, Doctor?" the Doctor instinctively smiled as Fluttershy's gentle and quiet voice came from the stairs. Turning, he gave her a grin which she shyly returned. "Princess Luna seems better, I think she might wake up soon so I'll just get going now…"

"Your family," the Doctor suddenly said, stopping her in her tracks. "They're your nightmares, correct?"

Fluttershy blanched, rubbing her hooves nervously, all but whimpering at the Time Lord's scrutiny. "It's fine, Fluttershy, we all have our fears. But the reason you dreamed of your home was because of the wraiths, they feed off it."

The Doctor walked up the stairs, approaching Fluttershy and held her little hoof tenderly. "You're scared of them?"

Fluttershy shook her head. "It's not… that, Doctor. It's… complicated."

"Try me."

She took a deep breath, finding some comfort in the Doctor's big sad eyes. "I'm not exactly the strongest pony, or the fastest, or the smartest, even as a pegasus I'm… not very good. I like the ground, I like animals and the grass. I live in a tree… Everything a real pegasus doesn't do."

"As a pegasus you're expected to be a good flier or on the weather team," Fluttershy continued. "I take care of animals. I'm not a good pegasus and… my parents are. I'm… I'm different and I know they're ashamed of me and—"

"Stop," the Doctor interrupted. "Fluttershy, you are brilliant, you just saved everypony from nightmare monsters. _You_ did. What's so wrong with being different? You being different and unique _saved_ us. You are nothing to be ashamed of, Fluttershy, you are amazing."

Fluttershy blushed, looking down at her hooves trying hard not to smile at the Doctor's compliments. He was right and it was difficult to argue with him, 1,000 years of experience was hard to argue with. She nodded, finally meeting the Doctor's eyes. "Princess Luna… she thinks I'm scared of her, right?"

Raising an eyebrow, the Doctor frowned slightly. "You aren't?"

Fluttershy shook her head forcefully. "No, of course not? Why would you think that?"

"_Well_…"

"I'm not scared, I'm… sorry." The Doctor's confused expression only intensified slightly and Fluttershy realized her faux pas. "Well, it's… when she came around before, I was so scared of her that I didn't want to leave my home. I've seen Nightmare Moon before and she's scary… but after that night, I realized Princess Luna wasn't anything like her."

"So, what's the issue?"

"What do I say to her?" she asked. "What can I say to apologize for the thousand-year imprisonment, for… everypony being scared of her and me being scared of her? I feel like she resents me for being scared of her, to be honest…"

The Doctor laughed, rubbing Fluttershy's shoulders and hugging the pegasus tightly. "Fluttershy, you _are_ brilliant, you know? Just treat her as a friend and everything will be alright."

"O-okay, thanks, Doctor…"

The two left the basement in time to find Princess Luna up and ready to leave. "Oi! Luna!" the Doctor called. The Princess of the Night flinched, sheepishly looking at him with a meek smile. "Going already?"

"Yes, Doctor," she answered. "Princess Celestia will be holding a party to celebrate Hearths Warming at the castle… and it will be a shame if I do not join the festivities."

"Aha! Righty-o," the Doctor clapped Luna's shoulders, laughing to her discomfort. "Tell her I said hi, and, ah, I never officially apologized. Sorry about landing in your bath, the TARDIS was being a bit cheeky."

Princess Luna blushed fiercely, moving away from the Doctor with a determined look on her face. "Y-you.. I have still not forgiven you that, Doctor!"

"Of course, of course!" the Doctor laughed, walking toward the kitchen. "Have a good time, Starbutt."

Before Luna could banish the Time Lord or utter another curse, Fluttershy quietly intervened. "Um, Princess Luna…"

"Please, Fluttershy, call me Luna."

"Okay.. Luna… would you, maybe, mind having tea with me one day? If you don't mind, of course, you don't have to so…"

"I would love to, Fluttershy. Thank you…"

The two timid mares nodded at each other before bidding adieu. Once Princess Luna left, Fluttershy turned toward the Time Lord, she was able to befriend one ancient, powerful, awkward pony… now there was another.

"Doctor," she called as she followed him into the kitchen.

"Just making a salad!" he answered as several power tools went off wildly. "Want some?"

"No, well… Doctor, my parents hold this quiet celebration for Hearths Warming every year and…" Fluttershy swallowed nervously. "I was wondering if you wanted to join us."

The power tools ceased for a moment. The Doctor stepped out of the kitchen, his bowtie covered in sawdust (oddly enough), and a sullen look on his face. "I'm a bit rubbish at parties, last Christmas dinner I attended no one wanted to play twister. _Probably_ due to the fact that I was nak—"

"It's fine," Fluttershy said. "It's just… you're lonely, Doctor. And, well, I want to be your friend."

Smiling sadly, he patted Fluttershy's shoulder. "Fluttershy, we already are friends. That wasn't up for debate."

"I'm your companion," she corrected. "But I want to be your friend, not just somepony to travel with."

"Yes, but—"

Fluttershy held up her hoof. "No arguing, Doctor. You're coming with me, okay?"

It would've been easy to decline, to lie and promise his attendance when in reality he would scamper off elsewhere, a galaxy away just to avoid a nice dinner. But the Doctor looked at Fluttershy's soft, kind eyes and for once, in a very long time, he found it impossible to lie.

"Of course… I'll see you in a bit, I'll take the TARDIS and be there before you know it."

Fluttershy nodded, smiling along with the eccentric Time Pony. "Okay, but pinkie promise that you'll be there."

For the second time tonight, the Doctor recited the promise laid down by Pinkie Pie along with the necessary gestures. "Speaking of which, we'll need to drop by Ditzy's afterward, if that's alright?"

"Of course," nodded Fluttershy. "How long will it—"

"Fluttershy, it's a time machine!" answered the Doctor, laughing as he ran down to the basement letting the engines run the magical sound filling the library and Fluttershy's heart.

The TARDIS materialized before the familiar Cloudsdale home, landing with its customary _thud_ and when the door opened the Doctor stepped out. His brand new purple coat wrapped around his body, matching his purple bowtie perfectly. With a grin, he adjusted his bowtie and checked his hooves. The spell Twilight taught him to walk on clouds was working perfectly, after he adjusted the settings on his screwdriver to implement the spell it was easy-peasy…

Well, the spell did nearly burn a hole through his ponyshoes but that was nothing!

The Doctor knocked, waited a beat before the door opened and he grinned. "Hello! I'm the Doctor, a friend of Fluttershy's. May I come in?"


End file.
